Joinder to Intercreditor Agreement between Southwestern Electric Power Company, as the Company, Securitization Property Servicer and Receivables Sub-Servicer, SWEPCO Storm Recovery Funding LLC, as a Bond Issuer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of December 18, 2024

Contract Categories: Business Finance - Indenture Agreements
EX-10.5 8 d618793dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

Execution Version

JOINDER TO INTERCREDITOR AGREEMENT

RELATING TO

SERIES 2024-A SENIOR SECURED STORM RECOVERY BONDS –

SWEPCO STORM RECOVERY FUNDING LLC

This JOINDER TO INTERCREDITOR AGREEMENT (this “Joinder”), dated as of December 18, 2024, is entered into by each of the following Persons, in its capacity(ies) specified below (each, an “Additional Party”), AEP CREDIT, INC., a Delaware limited liability company (the “Receivables Buyer”), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Receivables Purchasers and as Control Agent under the Intercreditor Agreement (in such capacities, the “Agent”):

 

   

Southwestern Electric Power Company, a Delaware corporation, as a “Company”, “Securitization Property Servicer” and “Receivables Sub-Servicer”;

 

   

SWEPCO Storm Recovery Funding LLC, a Louisiana limited liability company, as a “Bond Issuer”; and

 

   

U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely in its capacity as an “Indenture Trustee”.

Reference is made to the Intercreditor Agreement, dated as of September 7, 2022, as amended and restated as of December 9, 2024 (the “Intercreditor Agreement”), by and among the Receivables Buyer, the Agent, each Company from time to time party thereto, each Bond Issuer from time to time party thereto and each Indenture Trustee from time to time party thereto. The defined terms contained in the Intercreditor Agreement are incorporated herein.

Each Additional Party hereby agrees (a) to become a party to the Intercreditor Agreement for all purposes thereof on the terms set forth therein in the capacity specified above; (b) to be bound by the terms of the Intercreditor Agreement as if such Additional Party had executed and delivered the Intercreditor Agreement as an original party thereto in such capacity; (c) the “Agency Agreement”, “Commission”, “Indenture”, “Purchase Agreement”, “Sale Agreement”, “Securitization Property”, “Securitization Charges” and “Servicing Agreement” specified on Schedule 1 to this Joinder shall constitute an Agency Agreement, Commission, Indenture, Purchase Agreement, Sale Agreement, Securitization Property, Securitization Charges and Servicing Agreement, respectively, for all purposes under the Intercreditor Agreement; and (d) any communications, including notices and instructions, with respect to such Additional Party may be given at the address for such Additional Party specified on Schedule 1 hereto.

The Indenture Trustee as an Additional Party under this Intercreditor Agreement and pursuant to Section 16 of the Intercreditor Agreement, is entitled to all the rights, benefits, protection, immunities, and indemnities afforded to it under the Indenture.

The provisions of Section 9 (Governing Law; Jurisdiction; Waiver of Jury Trial) of the Intercreditor Agreement will apply with like effect to this Joinder.


IN WITNESS WHEREOF, the parties have caused this Joinder to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

SOUTHWESTERN ELECTRIC POWER COMPANY,
as a Company, a Securitization Property Servicer and a Receivables Sub-Servicer
By:   /s/ Matthew D. Fransen
  Name: Matthew D. Fransen
 

Title: Treasurer and Vice President

SWEPCO STORM RECOVERY FUNDING LLC,

as a Bond Issuer

By:   /s/ Matthew D. Fransen
  Name: Matthew D. Fransen
  Title: Treasurer and Vice President
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as an Indenture Trustee
By:   /s/ Matthew M. Smith
  Name: Matthew M. Smith
  Title: Vice President
AEP CREDIT, INC.,
as Receivables Buyer
By:   /s/ Matthew D. Fransen
  Name: Matthew D. Fransen
  Title: Treasurer and Vice President
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Control Agent
By:   /s/ Josh Harraka
  Name: Josh Harraka
  Title: Vice President

Signature Page to

Joinder to Intercreditor Agreement

(SWEPCO Storm Recovery Funding LLC)


Schedule 1 to Joinder

 

Company, Securitization Property Servicer and Receivables Sub-Servicer   

Southwestern Electric Power Company

  Notice Address    One Riverside Plaza
Columbus, Ohio 43215
Attention: Treasurer
Telephone: (614) 716-1000
Email: ***@***
Bond Issuer   

SWEPCO Storm Recovery Funding LLC

  Notice Address   

428 Travis Street

Shreveport, Louisiana 71101

Attention: VP Regulatory & Finance

Telephone: (318) 673-3075

Email: ***@***

Indenture Trustee   

U.S. Bank Trust Company, National Association

  Notice Address    190 S. LaSalle Street, 7th Floor
Chicago, Illinois 60603
Attention: Corporate Trust Services / SWEPCO Storm Recovery Funding LLC
Telephone: (312) 332-7496
Email: ***@***; ***@*** and ***@***
Agency Agreement    Third Amended and Restated Agency Agreement, dated as of August 25, 2004, by and between Receivables Buyer and the Company, as amended, restated or modified from time to time
Commission    Louisiana Public Service Commission (including any governmental authority succeeding to the duties of such agency)
Financing Order    The Financing Order U-36174-B issued on July 3, 2024 (Docket No. U-36174), by the Louisiana Commission pursuant to the Securitization Law.
Indenture    Indenture, dated as of December 18, 2024, by and between the Bond Issuer, the Indenture Trustee and U.S. Bank National Association, as securities intermediary, as amended, restated or modified from time to time
Purchase Agreement    Third Amended and Restated Purchase Agreement, dated as of August 25, 2004, by and between Receivables Buyer and the Company, as amended, restated or modified from time to time
Sale Agreement    Storm Recovery Property Purchase and Sale Agreement, dated as of December 18, 2024, by and between the Bond Issuer and the Company, as amended, restated or modified from time to time
Securitization Act    The “Louisiana Electric Utility Storm Recovery Securitization Act,” as amended, codified at La. R.S. 45:1226-1240.
Securitization Charges    The “Storm Recovery Charges” (as defined in La. R.S. 45:1227(15) of Title 45 of the Louisiana Revised Statutes) approved by the Commission in the Financing Order

 

Schedule 1 to Joinder


Securitization Property    “Storm Recovery Property” (as defined in the Indenture), including the “storm recovery property” as defined in La. R.S. 45:1227(17) of Title 45 of the Louisiana Revised Statutes that is established by the Financing Order
Servicing Agreement    Storm Recovery Property Servicing Agreement, dated as of December 18, 2024, by and between the Bond Issuer and the Company, as amended, restated or modified from time to time

 

Schedule 1 to Joinder